NOTES TO THE FINANCIAL STATEMENTS 39. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTINUED) Significant events during the financial year are as follows: (continued) (b) Material litigation between Dagang NeXchange Berhad, DNeX Semiconductor Sdn. Bhd., Mimastronics Technologies Company Limited and Tethystronics Technologies Company Limited (continued) iii. Commencement of Arbitration by TTCL against DNeX Semi and Silterra (continued) (a) Background (continued) In respect of the appointment of Directors of Silterra, it was agreed under Clause 4 of the SHA, read with the JA and the Collateral Agreement, that: 1. Unless otherwise unanimously agreed upon by TTCL, and DNeX Semi in writing, Silterra’s Board shall consist of not more than 5 Directors. 2. The composition of Silterra’s Board shall be mutually agreed upon by TTCL and DNeX Semi in writing. 3. Silterra’s Board shall at all times comprise of 2 persons appointed by DNeX Semi and 3 persons appointed by TTCL, DNeX Semi and TTCL have the right to remove from Silterra’s Board the person that they have respectively appointed as Director. However, the Company has been advised that the SHA is not binding on the Respondents for legal reasons that shall be made clear in the formal reply to be filed under the AIAC Rules. Further, the Respondents have been advised that they have legal authority and basis to appoint additional directors. The 1st Respondent has passed the necessary Members’ Written Resolutions to appoint additional directors in accordance with the prevailing terms of the Constitution (“Appointment MWR”). (b) Relief and Remedy sought by TTCL Thus, TTCL demands that the Disputes be referred to arbitration pursuant to the AIAC Rules. 1. An order that DNeX Semi and Silterra (or any of them) take the necessary steps to comply with their obligations under the SHA. 2. A declaration that Appointment MWR is illegal, invalid, null, void and/or unenforceable (“Disputed Appointments”). 3. A declaration that the Disputed Appointments are illegal, invalid, null, void and/or unenforceable. 4. An order that DNeX Semi and Silterra (or any of them) restore the composition of the board of directors of Silterra to the composition prior to the Appointment MWR, and that Silterra take steps to remove the Impugned Directors from Silterra’s register of its directors, managers and secretaries. 5. A declaration that the Directors’ Written Resolution (“DWR”) on 21 November 2022 to rescind an earlier validly passed resolution of Silterra’s Board dated 17 November 2022 and any DWR passed with the votes of Impugned Directors are illegal, invalid, null, void and/or unenforceable. 6. An order that DNeX Semi and Silterra (or any of them) take steps to rescind the Rescission DWR and any other DWR passed with the votes of the Impugned Directors. 223 OPERATIONAL REVIEW SUSTAINABILITY STATEMENT GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDERS’ INFORMATION INTELLIGENCE POWERING
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